What the changes say
- Foreign operations revenue contribution increased from approximately 30 percent in 2024 to approximately 38 percent in 2025.
- Tariff and trade policy risks were expanded, incorporating mention of Section 122 of the Trade Act of 1974.
- Stock dilution and product recall risks were added or updated.
What changed since the prior 10-K
New
- NewRisks Related to Our Business and Industry
When we experience periods of low demand for our products or volatility in the commercial vehicle markets our revenues, operating results and financial position are adversely affected
New or higher tariffs under Section 122 of the Trade Act of 1974 or other authorities could increase costs and decrease demand for commercial vehicles.
- NewRisks Related to Our Business and Industry
The global trade environment remains highly dynamic and continues to evolve. Increased tariffs and any retaliatory actions could significantly increase the cost of our products and result in lower demand for our products, delivery delays, and terminations of orders by customers
Dynamic global trade environments, tariffs, and supplier or customer financial instability could disrupt our manufacturing and receivables collection.
- NewRisks Related to Our Business and Industry
or death. Product liability claims could result in significant losses as a result of expenses incurred in defending claims or the award of damages
Product liability claims and recalls could result in significant uninsured losses, expenses, and a diversion of management resources.
- NewRisks Related to Our Common Stock
Future sales and issuances of our Common Stock or rights to purchase Common Stock could result in additional dilution of the percentage ownership of our stockholders and could cause our stock price to decline
Future sales and issuances of Common Stock could dilute existing stockholders and depress our stock price.
Dropped
- DroppedRisks Related to Our Business and Industry
Volatility in and disruption to the global economic environment and changes in the regulatory and business environments in which we operate may have an adverse effect on our business, results of operations and financial condition
- DroppedRisks Related to Our Business and Industry
may trigger an evaluation of the recoverability of the recorded goodwill and other long-lived assets. Any charge for impairment could adversely affect our reported net income and our stockholders’ equity
Reworded
- 89% rewrittenRisks Related to Our Business and Industry
We may be subject to product liability claims, recalls or warranty claims, which could be expensive, damage our reputation and result in a diversion of management resources
Removed mention of death from product liability language and streamlined description of potential property or personal injury.
- 64% rewrittenRisks Related to Our Business and Industry
The geographic profile of our taxable income could adversely impact our tax provision and therefore our results of operations
Retained substantially similar language regarding the geographic profile of taxable income and effective tax rates.
- 53% rewrittenRisks Related to Our Business and Industry
Our earnings may be adversely affected by changes to the carrying values of our tangible and intangible assets as a result of recording any impairment charges deemed necessary
Added explicit mention that a continued stock price decline may trigger impairment evaluations for goodwill and long-lived assets.
- 44% rewrittenRisks Related to Our Business and Industry
We may be unable to successfully implement price increases to offset inflation or new tariffs and, as a result, our businesses and financial position and results of operations could be adversely affected
Added specific mention that cost of goods sold will be impacted by tariffs and noted uncertainty in passing these costs to customers.
- 27% rewrittenRisks Related to Our Business and Industry
We are subject to certain risks associated with our foreign operations
Disclosed that foreign operations accounted for approximately 38 percent of total revenues in 2025, up from 30 percent in 2024.
- 24% rewrittenRisks Related to Our Business and Industry
We face risks related to heightened inflation, recession, financial and credit market disruptions and other economic conditions
Updated economic risk language to specify reduced demand for our products rather than products generally.
- 22% rewrittenRisks Related to Our Business and Industry
Our profitability could be adversely affected if the actual production volumes for our customers’ vehicles are significantly lower than expected or our costs are higher than expected
Retained the description of OEM customer leverage and 5 to 7 year platform supply obligations.
All 40 risk factors
Headings as the filing states them, in filing order.
Risks Related to Our Business and Industry
- 01Our results of operations could be adversely affected by declines in new truck orders by fleets, freight tonnage hauled and in infrastructure development and other construction projects as a result of a downturn in the U.S. and/or global economy or other reasons
- 02When we experience periods of low demand for our products or volatility in the commercial vehicle markets our revenues, operating results and financial position are adversely affectedNew
- 03We face risks related to heightened inflation, recession, financial and credit market disruptions and other economic conditions24% rewritten
- 04The global trade environment remains highly dynamic and continues to evolve. Increased tariffs and any retaliatory actions could significantly increase the cost of our products and result in lower demand for our products, delivery delays, and terminations of orders by customersNew
- 05We may be unable to successfully implement our business strategy and, as a result, our businesses and financial position and results of operations could be adversely affected
- 06Circumstances associated with our divestiture strategy could adversely affect our results of operations and financial condition
- 07Our customer base is concentrated and the loss of business from a major customer or the discontinuation of particular commercial vehicle platforms could reduce our revenues
- 08Our profitability could be adversely affected if the actual production volumes for our customers’ vehicles are significantly lower than expected or our costs are higher than expected22% rewritten
- 09Many of our new and targeted customers are start-up or early-stage companies and these customers are at substantial risk that their businesses will not succeed
- 10We may be unable to successfully implement price increases to offset inflation or new tariffs and, as a result, our businesses and financial position and results of operations could be adversely affected44% rewritten
- 11We are subject to certain risks associated with our foreign operations27% rewritten
- 12Decreased availability or increased costs of materials could affect both our ability to produce products as well as the cost of producing our products
- 13We have invested substantial resources in markets where we expect growth and we may be unable to timely alter our strategies should such expectations not be realized
- 14Our inability to compete effectively in the highly competitive commercial vehicle component supply industry could result in lower prices for our products, loss of market share and reduced gross margins, which could have an adverse effect on our revenues and operating results
- 15We may be unable to successfully introduce new products and, as a result, our business, and financial condition and results of operations could be adversely affected
- 16We rely on third parties for raw materials, parts, and components
- 17We could experience disruption in our supply or delivery chain, which could cause one or more of our customers to halt or delay production
- 18If we are unable to recruit or retain senior management and other skilled personnel, our business, operating results and financial condition could be adversely affected
- 19We may be adversely impacted by labor strikes, work stoppages and other matters
- 20Our earnings may be adversely affected by changes to the carrying values of our tangible and intangible assets as a result of recording any impairment charges deemed necessary53% rewritten
- 21We have established and may establish in the future valuation allowances on deferred tax assets. These changes may have an adverse effect on our results of operations and financial position
- 22Our inability to successfully achieve operational efficiencies could result in the incurrence of additional costs and expenses that could adversely affect our reported earnings
- 23The geographic profile of our taxable income could adversely impact our tax provision and therefore our results of operations64% rewritten
- 24Exposure to currency exchange rate fluctuations on cross border transactions and translation of local currency results into United States dollars could adversely impact our results of operations
- 25We have only limited protection for our proprietary rights in our intellectual property, which makes it difficult to prevent third parties from infringing upon our rights and our operations could be limited by the rights of others
- 26Our products may be susceptible to claims by third parties that our products infringe upon their proprietary rights
- 27We may be subject to product liability claims, recalls or warranty claims, which could be expensive, damage our reputation and result in a diversion of management resources89% rewritten
- 28or death. Product liability claims could result in significant losses as a result of expenses incurred in defending claims or the award of damagesNew
- 29Our businesses are subject to statutory environmental and safety regulations in multiple jurisdictions, and the impact of any changes in regulation and/or the violation of any applicable laws and regulations by our businesses could result in an adverse effect on our financial condition and results of operations
- 30We may be unable to complete strategic acquisitions, or we may encounter unforeseen difficulties in integrating acquisitions
Risks Related to Our Indebtedness
- 31A credit rating downgrade could impair our ability to obtain additional debt financing on favorable terms, if at all, and significantly reduce the trading price of our common stock
- 32Our indebtedness may adversely affect our cash flow and our ability to operate our business, remain in compliance with debt covenants and make payments on our indebtedness
Risks Related to Our Common Stock
- 33Our operating results, revenues and expenses may fluctuate significantly from quarter-to-quarter or year-to-year, which could have an adverse effect on the market price of our common stock
- 34Our operating results, revenues and expenses have in the past varied and may in the future vary significantly from quarter-to-quarter or year-to-year. These fluctuations have in the past and could have in the future an adverse effect on the market price of our common stock
- 35Our common stock has historically had a low trading volume with limited analyst coverage and, as a result, any sale of a significant number of shares may depress the trading price of our stock; stockholders may be unable to sell their shares above the purchase price
- 36Future sales and issuances of our Common Stock or rights to purchase Common Stock could result in additional dilution of the percentage ownership of our stockholders and could cause our stock price to declineNew
- 37Provisions in our charter documents and Delaware law could discourage potential acquisition proposals, could delay, deter or prevent a change in control and could limit the price certain investors might be willing to pay for our stock
- 38Security breaches and other disruptions could compromise our information systems and expose us to liability, which could cause our business and reputation to suffer
- 39Our implementation of a new ERP system may adversely affect our business and results of operations or the effectiveness of our internal control over financial reporting
- 40Pandemics, epidemics, disease outbreaks and other public health crises have disrupted our business and operations, and future public health crises could materially adversely impact our business, financial condition, liquidity and results of operations
Other Commercial Vehicle Group 10-Ks
- FY2024 10-K risk factors38 risks
Demand depends heavily on truck production, economic cycles, and customer concentration among OEMs.
Filed Mar 17, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.